Tax-Free Puerto Rico Fund, Inc.

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1 OFFERING CIRCULAR Tax-Free Puerto Rico Fund, Inc. Tax-Free Secured Obligations The Tax-Free Secured Obligations (the "Notes") are offered by Tax-Free Puerto Rico Fund, Inc. (the "Fund") which is a non-diversified, closed-end management investment company organized under the laws of the Commonwealth of Puerto Rico ("Puerto Rico") and registered as an investment company under the Puerto Rico Investment Companies Act, as amended (the "PR-ICA"). The Notes will be issued in three (3) series consisting of (i) Notes which are collateralized in an amount equal to their full outstanding principal amount and have a maturity date of up to 270 days after the date of issuance thereof, or be payable on demand on a date not later than 270 days after the issuance thereof (such series herein referred to as the "100% Principal Protection Short-Term Notes"); (ii) Notes which are collateralized in an amount equal to their full outstanding principal amount and have a maturity date of over 270 days after the date of issuance thereof (such series herein referred to as the "100% Principal Protection Medium-Term Notes" and collectively with the 100% Principal Protection Short-Term Notes herein referred to as the "100% Principal Protection Notes"); and (iii) Notes the terms of which do not obligate the Fund to the full repayment of the original principal amount at maturity and which may or may not be collateralized in an amount equal to their outstanding principal amount (such series herein referred to as the "Contingent / Partial Principal Protection Notes"). Each series of Notes may be separately collateralized by a pledge of certain Eligible Collateral (as defined herein), in the form, manner, and amount described herein and in the applicable supplement to this Offering Circular (each, a "Product Supplement"). The collateral will be held by UBS Trust Company of Puerto Rico ("UBS Trust PR"), as collateral agent for the benefit of the holders of the applicable series of Notes. See "SECURITY FOR THE NOTES" in the main body of this Offering Circular. The proceeds from the issuance of the Notes will be used by the Fund for investment purposes consistent with its investment objective. The Fund's investment objective is to provide investors in its Common Stock with current income that is exempt from U.S. federal and Puerto Rico income taxes, consistent with the preservation of capital. The Fund will normally invest at least 67% of its total assets in securities issued by Puerto Rico issuers. These include securities issued by the Commonwealth of Puerto Rico and its political subdivisions, organizations, agencies, and instrumentalities, Puerto Rico mortgage-backed and asset-backed securities, corporate obligations and preferred stock of Puerto Rico entities, and other securities that the Investment Adviser (as defined herein) may select, consistent with the Fund's investment objective and policies. The Fund may invest up to 33% of its total assets in, among other things, securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, non-puerto Rico mortgage-backed and asset-backed securities, corporate obligations or preferred stock of non-puerto Rico issuers, municipal securities of issuers within the U.S., and in other non-puerto Rico Securities that the Investment Adviser may select, consistent with the Fund's investment objective and policies. The Fund may invest a portion of its total assets in taxable securities of both Puerto Rico and non-puerto Rico issuers. At least 95% of the Fund's total assets will be invested in securities that are rated at the time of purchase as "investment grade" by a nationally recognized statistical rating organization or which may be determined by the Fund's Investment Adviser to be of comparable credit quality. See "INVESTMENT OBJECTIVE AND POLICIES OF THE FUND" in the main body of this Offering Circular. No assurance can be given that the Fund will achieve its investment objective. The Fund has obtained a rating of "F1" for the 100% Principal Protection, Short-Term Notes and "A+," for the 100% Principal Protection, Medium-Term Notes by Fitch Ratings ("Fitch"). Accordingly, Fitch has not assigned a rating to the Contingent / Partial Principal Protection Notes. See "RATINGS" and "DESCRIPTION OF THE NOTES" in the main body of this Offering Circular. An investment in the Notes entails certain risks, including the risk of loss of some or all amounts invested. You should be aware that certain conflicts of interest exist among the Fund, the Investment Adviser and/or their affiliates. Although the Notes are secured by certain collateral, the Fund is not guaranteeing the creditworthiness of any particular security comprising such collateral or the issuer of such security. You should not view the Notes as a vehicle for trading purposes. See "RISK FACTORS AND SPECIAL CONSIDERATIONS" commencing on page 1 and "SPECIAL LEVERAGE CONSIDERATIONS" commencing on page 24. This Offering Circular contains important information about the Notes. You should read this Offering Circular in its entirety before deciding whether to invest and retain it for future reference. The Notes will be issued only in registered form, without coupons, from time to time in minimum denominations of $1,000 or as may otherwise be specified in the relevant confirmation for any given transaction or the applicable Product Supplement and will bear interest, if any, at a fixed, variable, or floating rate or at a rate determined by reference to an index, determined at the time of issuance. Such interest will be payable (i) in the case of the 100% Principal Protection, Medium-Term Notes, as specified in the relevant Note and in the confirmation for any given transaction or the applicable Product Supplement; (ii) in the case of the 100% Principal Protection, Short-Term Notes, periodically or at maturity, as specified in the relevant Note and in the confirmation for any given transaction or the applicable Product Supplement; and (iii) in the case of the Contingent / Partial Principal Protection Notes, periodically or at maturity, as specified in the relevant Note and in the applicable Product Supplement. The 100% Principal Protection, Medium-Term Notes and the Contingent / Partial Principal Protection Notes may be redeemable prior to their stated maturity at the option of the Fund as provided in the relevant Note and in the confirmation for any given transaction or the applicable Product Supplement. The 100% Principal Protection, Short-Term Notes will not be redeemable prior to their stated maturities unless otherwise provided in the relevant Note and in the confirmation for any given transaction or the applicable Product Supplement. This Offering Circular sets forth certain information about the Notes that you need to know before making an investment decision. You are encouraged to read this Offering Circular carefully and retain it for future reference. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE OFFICE OF THE COMMISSIONER OF FINANCIAL INSTITUTIONS OF PUERTO RICO. THE OFFICE OF THE COMMISSIONER OF FINANCIAL INSTITUTIONS HAS NOT MADE ANY DETERMINATION REGARDING THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Notes will be offered on behalf of the Fund by the following dealer and other dealers as may be appointed from time to time. UBS Financial Services Incorporated of Puerto Rico The date of this Offering Circular is May 1, 2009

2 THESE NOTES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE PUERTO RICO UNIFORM SECURITIES ACT, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION, AND THE FUND HAS NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE NOTES ARE OFFERED EXCLUSIVELY TO INDIVIDUALS HAVING THEIR PRINCIPAL RESIDENCE WITHIN PUERTO RICO AND TO PERSONS OTHER THAN INDIVIDUALS WHOSE PRINCIPAL OFFICE AND PRINCIPAL PLACE OF BUSINESS ARE LOCATED WITHIN PUERTO RICO, PROVIDED THAT IF SUCH ENTITY IS A NON-BUSINESS TRUST, THE TRUSTEE AND ALL THE TRUST BENEFICIARIES MUST BE RESIDENTS OF PUERTO RICO. AN INVESTMENT IN THE NOTES IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT OR BY THE GOVERNMENT OF PUERTO RICO. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THE NOTES ARE NOT AN OBLIGATION OF OR GUARANTEED BY, UBS FINANCIAL SERVICES INCORPORATED OF PUERTO RICO, UBS TRUST COMPANY OF PUERTO RICO, UBS AG, OR ANY OF THEIR AFFILIATES. IN ADDITION, SUCH INVESTMENTS ARE NOT DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY OR INSTRUMENTALITY OF THE U.S. GOVERNMENT. The Fund consists of an actively managed portfolio of investment securities. UBS Asset Managers of Puerto Rico, a division of UBS Trust PR, acts as investment adviser for the Fund. UBS Financial Services Incorporated of Puerto Rico acts as dealer for the Notes. The address of the Fund is American International Plaza Building - Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918, and its telephone number is (787) You should rely only on the information contained in this Offering Circular. The Fund has not authorized anyone to provide you with different information. You should not assume that the information provided by this Offering Circular is accurate as of any date other than the date on the front of this Offering Circular. This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. ii

3 SUMMARY The following summary is qualified in its entirety by reference to the more detailed information included in the main body of this Offering Circular, and unless otherwise specified, cross-references are to such information. This Offering Circular speaks only as of its date, and the information contained herein is subject to change. No person is authorized to detach this Summary from this Offering Circular or otherwise use it without the entire Offering Circular. You should carefully consider information set forth under the heading "RISK FACTORS AND SPECIAL CONSIDERATIONS" in the main body of this Offering Circular. The Fund Leverage Program The Tax-Free Puerto Rico Fund, Inc. (the "Fund") is a non-diversified, closed-end management investment company. The Fund is a corporation organized under the laws of the Commonwealth of Puerto Rico ("Puerto Rico"), and is duly registered as an investment company under the Puerto Rico Investment Companies Act, as amended (the "PR-ICA"). The Fund operates as a non-diversified, closed-end management investment company under the PR-ICA and subject to a ruling issued by the Office of the Commissioner of Financial Institutions (the "Commissioner's Ruling"). The Fund was incorporated on March 24, See "THE FUND" in the main body of this Offering Circular. The Fund may increase amounts available for investment through the issuance of preferred stock, debt securities, or other forms of leverage, representing not more than 50% of the Fund's total assets immediately after any such issuance. As part of such leverage program, the Fund is offering the Tax-Free Secured Obligations (the "Notes"). Such offerings will be made only to individuals who have their principal residence in Puerto Rico and to persons, other than individuals, that have their principal office and principal place of business in Puerto Rico (collectively, the "Puerto Rico Residents"). Moreover, the Fund may only issue preferred stock, debt securities, or other forms of leverage to the extent that immediately after any such issuance, the value of the Fund's total assets, less all the Fund's liabilities and indebtedness that are not represented by preferred stock, debt securities, or other forms of leverage being issued or already outstanding, is equal to or greater than the total of 200% of the aggregate par value of all outstanding preferred stock (not including any accumulated dividends or other distributions attributable to such preferred stock) and the total amount outstanding of debt securities and other forms of leverage issued by the Fund. See "LEVERAGE PROGRAM" and "SPECIAL LEVERAGE CONSIDERATIONS" in the main body of this Offering Circular. Description of the Notes Type of Notes Maturity Rating Principal Protection Collateral 100% Principal Protection, Short-Term Notes up to 270 days from their date of issuance "F1" by Fitch 100% Collateralized in an amount equal to full outstanding amount 100% Principal Protection, Medium-Term Notes over 270 days from their date of issuance "A+"by Fitch 100% Collateralized in an amount equal to full outstanding amount Contingent / Partial Principal Protection Notes any term None A s s e t f o r t h herein and more specifically in the Product Supplement Collateralized in the manner set forth herein and more specifically in the Product Supplement

4 Limitations on the Offering and Transfer of the Notes. The Notes will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), nor under the securities laws of any state or jurisdiction, and the Fund has not been registered under the U.S. Investment Company Act of 1940, as amended. Consequently, the Notes may be sold, pledged, hypothecated, or otherwise transferred exclusively to Puerto Rico Residents. All investors and transferees of the Notes (each a "Noteholder" and collectively, the "Noteholders") are required to represent in writing that the residency conditions to purchase are satisfied or, in the case of purchases through UBS Financial Services Incorporated of Puerto Rico ("UBS Financial Services Puerto Rico") to follow such other procedures as required by UBS Financial Services Puerto Rico for determining residency. Appendix C to this Offering Circular contains, in letter form, the substance of representations that must be made by dealers (other than UBS Financial Services Puerto Rico) that may be appointed in the future (each a "Dealer"). The Dealers will be contractually obligated to the Fund to obtain such letter of representation in proper form. Any sale or transfer of the Notes to an investor or transferee (other than transfers by operation of law) who (i) has not provided such a letter or (ii) in the case of transfers effected through UBS Financial Services Puerto Rico, has not complied with such procedures as may be required by UBS Financial Services Puerto Rico to establish Puerto Rico residency, will be null and void. See "THE NOTES" in the main body of this Offering Circular. Maturities. The 100% Principal Protection, Short-Term Notes have maturities of up to 270 days from their date of issuance, including notes payable on demand (but not later than 270 days) and the 100% Principal Protection, Medium-Term Notes have maturities of over 270 days from their date of issuance. The Contingent / Partial Principal Protection Notes may have maturities of any length of time. Ratings on the 100% Principal Protection Notes. Upon issuance, and solely with respect the 100% Principal Protection, Short-Term Notes and the 100% Principal Protection, Medium-Term Notes will be rated "F1" and "A+," respectively, by Fitch Ratings. FITCH HAS NOT ISSUED A CREDIT RATING TO THE FUND OR THE CONTINGENT / PARTIAL PRINCIPAL PROTECTION NOTES. Form and Minimum Denominations. The Notes will only be issued in registered form without coupons and in minimum denominations of $1,000 or as may otherwise be specified in the applicable Product Supplement. Interest Rate. The Notes will bear interest, if any, at a rate determined at the time of issuance of each Note and which will be set forth on the relevant Note and in the corresponding Product Supplement. Redemption. The 100% Principal Protection, Medium-Term Notes and the Contingent / Partial Principal Protection Notes may be redeemable prior to their stated maturities at the option of the Fund, as provided in the relevant Note and the corresponding Product Supplement. The 100% Principal Protection, Short-Term Notes will not be redeemable prior to their stated maturities, unless otherwise provided in the relevant Note and the corresponding Product Supplement. Collateral. Each series of Notes may be separately collateralized by a pledge of certain Eligible Collateral (as further described herein), including among others, Puerto Rico Mortgage-Backed Securities, Puerto Rico Governmental Obligations, S-2

5 U.S. Treasury Securities, and U.S. Government Agency Securities (such terms are described herein), in the form, manner, and amount described herein and in the applicable Product Supplement. See "SECURITY FOR THE NOTES" in the main body of this Offering Circular. The terms of the 100% Principal Protection Notes will obligate the Fund to fully repay the original principal amount at maturity and will be collateralized in an amount equal to their full outstanding principal amount, while the terms of the Contingent / Partial Principal Protection Notes do not obligate the Fund to the full repayment of the original principal amount at maturity and may or may not be collateralized in an amount equal to their outstanding principal amount, as described herein and more specifically in the corresponding Product Supplement. Agent Dealer Investment Objective and Policies UBS Trust Company of Puerto Rico ("UBS Trust PR") will act as issuing, paying, and transfer agent on behalf of the Fund and as collateral agent (the "Agent") on behalf of the Noteholders. See "THE AGENT" in the main body of this Offering Circular. UBS Financial Services Puerto Rico, an affiliate of UBS Trust PR, will offer the Notes on behalf of the Fund and may purchase the Notes in a principal capacity and use its best efforts to sell such Notes on behalf of the Fund. The Fund may appoint other Dealers from time to time. Each Dealer may be paid a fee to be negotiated from time to time equal to a percentage of the principal amount of the Notes sold by such Dealer and may be reimbursed for certain out-of-pocket expenses incurred. The Fund will also indemnify the Dealers against certain liabilities, including liabilities under the 1933 Act. The Fund may also sell Notes directly to investors from time to time. The Fund's investment objective is to provide investors in its Common Stock with current income, consistent with the preservation of capital. See "INVESTMENT OBJECTIVE AND POLICIES OF THE FUND" in the main body of this Offering Circular. The Fund will normally invest at least 67% of its total assets in taxable and taxexempt securities issued by Puerto Rico issuers. These include securities issued by the Commonwealth of Puerto Rico and its political subdivisions, organizations, agencies, and instrumentalities, Puerto Rico mortgage-backed and asset-backed securities, corporate obligations and preferred stock of Puerto Rico entities, and other securities that the Investment Adviser (as defined herein) may select, consistent with the Fund's investment objective and policies. The Fund may invest up to 33% of its total assets in, among other things, taxable and tax-exempt securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, non-puerto Rico mortgage-backed and asset-backed securities, corporate obligations or preferred stock of non-puerto Rico issuers, municipal securities of issuers within the U.S., and in other non-puerto Rico Securities that the Investment Adviser may select, consistent with the Fund's investment objective and policies. The Fund may invest a portion of its total assets in taxable securities of both Puerto Rico and non-puerto Rico issuers. At least 95% of the Fund's total assets will be invested in securities which, at the time of purchase, (i) are rated AAA by Standard & Poor's, a division of The S-3

6 McGraw-Hill Companies, Inc., AAA by Fitch Ratings, or Aaa by Moody's Investors Service, Inc., or are comparably rated by a nationally recognized statistical rating organization (ii) which may be determined by the Fund's Investment Adviser to be of comparable credit quality. See "INVESTMENT OBJECTIVE AND POLICIES OF THE FUND" in the main body of this Offering Circular. No assurance can be given that the Fund will achieve its investment objective. Management of the Fund UBS Asset Managers of Puerto Rico, a division of UBS Trust PR serves as the Fund's investment adviser (in such capacity, UBS Trust PR is herein referred to as the "Investment Adviser"). UBS Trust PR also serves as the Fund's administrator (in such capacity, the "Administrator"), as well as its transfer agent, registrar, dividend disbursing, and shareholder servicing agent and custodian of its assets. See "MANAGEMENT OF THE FUND" in the main body of this Offering Circular. UBS Trust PR is an affiliate of UBS Financial Services Puerto Rico and UBS AG. You should be aware that certain conflicts of interest exist among the Fund, the Investment Adviser, and their affiliates. See "PORTFOLIO TRANSACTIONS Transactions Involving Affiliates" in the main body of this Offering Circular. Risk Factors Transactions Involving Affiliates Taxation See "RISK FACTORS AND SPECIAL CONSIDERATIONS" in the main body of this Offering Circular for the risk considerations that may be relevant to prospective investors in the Notes. Transactions with affiliates take place. All transactions with affiliates are subject to procedures adopted by the Fund's Board of Directors, including its independent directors, in an effort to address potential conflicts of interest, including but not limited to, valuation procedures. There is no assurance that these procedures are effective. Portfolio transactions between the Fund and UBS Financial Services Puerto Rico and/or its affiliates are executed pursuant to terms and conditions comparable to those with unrelated third parties in the ordinary course of its investment activities. See "RISK FACTORS AND SPECIAL CONSIDERATIONS" and "PORTFOLIO TRANSACTIONS Transactions Involving Affiliates" in the main body of this Offering Circular. See "TAXATION" in the main body of this Offering Circular for a summary of the material Puerto Rico and United States tax considerations that may be relevant to prospective investors in the Notes. S-4

7 This Offering Circular is qualified in its entirety by reference to the resolutions of the Board of Directors (the "Board of Directors") of Tax-Free Puerto Rico Fund, Inc. (the "Fund") providing the terms and conditions of the Tax- Free Secured Obligations (the "Notes") as well as by any supplement thereto (collectively, the "Resolutions"), the terms of which are incorporated herein by reference and which are available for inspection at the Fund's principal office. All capitalized terms used but not otherwise defined herein will have the meanings given to such terms in the Resolutions. This Offering Circular speaks only as of its date, and the information contained herein is subject to change. You should carefully consider the information set forth under the headings "RISK FACTORS AND SPECIAL CONSIDERATIONS" below as well as "SPECIAL LEVERAGE CONSIDERATIONS" and "GENERAL INFORMATION" contained in the main body of this Offering Circular. RISK FACTORS AND SPECIAL CONSIDERATIONS money. The main risks of investing in the Notes are described below. Any of these risks may cause you to lose General. The Fund's investments may be harmed by the performance of U.S., Puerto Rico, and foreign investment securities markets, which may be influenced by factors including interest rates, inflation, politics, fiscal policy, and current events. Because the Fund invests in investment securities, the Fund's net asset value may fluctuate due to market conditions, and the Fund may be unable to pay the principal and accrued interest on the Notes. You may lose money. Pledged Collateral; Credit Risk. Although the Notes are secured by certain Eligible Collateral (as defined below) and the Fund believes such collateral will provide adequate security for the payment of all obligations arising under the Notes, the Fund cannot guarantee the creditworthiness of any particular security comprising the Eligible Collateral or of the issuer of any such security. The actual and perceived creditworthiness of the Fund or of the issuers of the securities constituting the Eligible Collateral will depend on various factors, such as general economic conditions or conditions specific to the respective issuer, all of which are beyond the control of the Fund and may affect the market value of the Notes or the Eligible Collateral. In the event that the Fund were unable to fulfill its obligations under the Notes, by reason of its insolvency, commencement of bankruptcy proceedings, or otherwise, any principal protection feature under the Notes and any interest payment thereon may be affected, if the proceeds derived from the Eligible Collateral are insufficient to pay all amounts owed to the investor, and the payment of any such amounts may be delayed for the duration of any insolvency, bankruptcy or other proceedings. See "SECURITY FOR THE NOTES." The Contingent / Partial Principal Protection Notes do not guarantee any return of principal at maturity. The terms of the Contingent / Partial Principal Protection Notes do not obligate the Fund to the full repayment of the original principal amount at maturity and may or may not be collateralized in an amount equal to their outstanding principal amount. They differ from the ordinary debt securities in that you may receive nothing at maturity (including upon acceleration following an event of default) or you may receive an amount at maturity that is greater than or less than the face amount of your Note depending upon the formula used to determine the amount payable at maturity. In such regard, the Contingent / Partial Principal Protection Notes combine the features of debt and equity. Conflicts of Interest. While the Fund is subject to the terms and conditions of a ruling issued by the Office of the Commissioner of Financial Institutions (the "OCFI") to the Fund (the "Commissioner's Ruling"), including provisions regarding transactions with affiliates, it is not registered under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"). Therefore, the Fund is not subject to the restrictions contained in the 1940 Act regarding, among other things, transactions between the Fund and UBS Financial Services Incorporated of Puerto Rico ("UBS Financial Services Puerto Rico") or its affiliates. The Fund has engaged, and it is anticipated that the Fund will continue to engage, in such transactions, including securities purchases and sale transactions and repurchase agreement transactions, directly with UBS Financial Services Puerto Rico and possibly, with other of its affiliates. For most securities purchased by the Fund, one of those entities may be the only dealer, or one of only a few dealers, in the securities being purchased or sold by the Fund. In that event, independent sources for valuation or liquidity of a security may be limited or nonexistent. The Fund invests a substantial portion of its assets in those securities. The Fund may also invest in securities issued by its affiliates, or make deposits with those affiliates. As a result of the above transactions and other dealings, the interests of affiliates of the Investment Adviser (as defined below) may conflict with those of the Fund, as to the price and other terms of transactions that they engage in. Portfolio transactions between the Fund and UBS Financial Services Puerto

8 Rico and/or its affiliates are executed pursuant to terms and conditions comparable to those with unrelated third parties in the ordinary course of the Fund's investment activities. In addition, the investment advisory fee payable to the Investment Adviser during periods in which the Fund is utilizing leverage will be higher than when it is not doing so because the fee is calculated as a percentage of average weekly gross assets, including assets purchased with leverage. Because the assets base used for calculating the investment advisory fee is not reduced by aggregate indebtedness incurred in leveraging the Fund, the Investment Adviser may have a conflict of interest in formulating a recommendation to the Fund as to whether and to what extent to use leverage. UBS Asset Managers of Puerto Rico ("UBS AM"), a division of UBS Trust Company of Puerto Rico ("UBS Trust PR," and in its capacity as investment adviser, the "Investment Adviser"), UBS Financial Services Puerto Rico, and their affiliates have engaged and may engage, in business transactions with or related to any one of the issuers of the Fund's investment assets, or with competitors of such issuers, as well as provide them with investment banking, asset management, trust, or advisory services, including merger and acquisition advisory services. These activities may present a conflict between any such affiliated party and the interests of the Fund. Any such affiliated party may also publish or may have published research reports on one or more of such issuers and may have expressed opinions or provided recommendations inconsistent with the purchasing or holding of the securities of such issuers. Moreover, the Investment Adviser is not registered under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act"), and therefore, is not subject to the restrictions imposed on investment advisers thereunder, including restrictions on transactions with affiliates. Liquidity and Restrictions on the Transfer of the Notes. The Notes have not been registered with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the "1933 Act"), and the Fund has not been registered under the 1940 Act. Consequently, the Notes may only be offered, sold, or otherwise transferred exclusively to individuals whose principal residence is in the Commonwealth of Puerto Rico ("Puerto Rico"), or to corporations and other business organizations whose principal office and place of business are in Puerto Rico (the "Puerto Rico Residents"), provided that if such entity is a non-business trust, the trustee and all trust beneficiaries must be Puerto Rico Residents. All investors and transferees of the Notes are required to represent in writing that the residency conditions to purchasing are satisfied or, in the case of purchases through UBS Financial Services Puerto Rico, to follow such other procedures as required by UBS Financial Services Puerto Rico for determining residency. Appendix C to this Offering Circular contains, in letter form, the substance of the representations that must be made prior to the purchase and delivery of the Notes. Such restrictions shall remain in effect until such time, if any, as the Fund shall determine, based on an opinion of legal counsel, that they are no longer necessary in order to preserve an exemption for the Notes from the registration requirements of the 1933 Act and for the Fund under the 1940 Act. Holders of the Notes (the "Noteholders") who cease to be Puerto Rico Residents have an obligation to liquidate their investments in the Notes as soon as it becomes economically feasible to do so. Prior to this offering, there has been no market for the Notes. No assurance can be given as to the liquidity of, or the trading market for, the Notes. The market price of the Notes will be determined by such factors as relative demand for and supply of the Notes in the market, general market, and economic conditions and other factors beyond the control of the Fund. The Fund cannot predict whether the Notes will trade at, below or above their stated principal amount. That conclusion is further affected by the fact that there may be few or no market-makers in the Notes. The Notes may not be suitable to all investors, and investors in the Notes should not view the Fund as a vehicle for trading purposes. The Notes may be subject to risks associated to a rating agency. Fitch has assigned a rating of "F1" to the 100% Principal Protection, Short-Term Notes and "A+" to the 100% Principal Protection, Medium-Term Notes. The rating criteria includes guidelines for the maintenance of such rating. The rating reflects only Fitch's view and any explanation of the significance of the rating must be obtained from Fitch directly. There is no assurance that this rating on the 100% Principal Protection Notes will remain in effect for any given period of time or that it will not be revised downward or withdrawn entirely by Fitch if, in its sole judgment, circumstances so warrant. Any such downward revision or withdrawal of the rating may have an adverse effect on the market value of the 100% Principal Protection Notes. The Fund may, at its discretion, seek a rating from another nationally recognized statistical rating organization ("NRSRO"). FITCH HAS NOT ISSUED A CREDIT RATING TO THE FUND OR THE CONTINGENT / PARTIAL PRINCIPAL PROTECTION NOTES. 2

9 U.S. federal tax law; no U.S. federal tax ruling. Under regulations issued under Section 937(b) of the U.S. Code, income that is otherwise treated as income from sources within Puerto Rico under the general source of income rules is treated as income from sources outside Puerto Rico and not excludable from gross income under Section 933 of the U.S. Code if it consists of income derived in a "conduit arrangement." Based on the current language of the regulations and the guidance offered therein, it is more likely than not that an investment in the Notes is not the type of transaction intended to be covered by these rules, and in accordance with this interpretation, it is more likely than not that interest and OID on the Notes is to be treated as income from sources within Puerto Rico. The Fund does not plan to request a ruling from the IRS with respect to the U.S. federal income tax treatment to be accorded to an investment in the Notes, and no assurance can be given that the IRS or the courts will agree with the tax treatment described herein. You should read carefully the section entitled "TAXATION," for a more detailed description of the tax implications an investment on the Notes entails as well as pertinent U.S. Treasury disclosure. You should also consult your tax advisor about your tax situation. UBS research reports may be inconsistent with purchasing or holding the Notes. UBS or any of its affiliates may, at present or in the future, publish research relating to an underlying to which the performance of the Notes is linked that may be inconsistent with purchasing or holding the Notes. This research may be modified from time to time without notice. Any of these activities may affect the market value of the Notes. Political Risk. Political or regulatory developments in Puerto Rico and in the United States could adversely affect the tax-exempt status of interest or dividends paid on securities or the tax-exempt status of the Fund s dividends. These developments could also cause the value of the Fund's investments to fall. Risks Associated with the Fund's Investment Securities. Following is a summary of the risks attributable to the Fund's investment in its underlying securities: Geographic Concentration Risk. The Fund is exposed to certain risks resulting from the reduced geographic diversification of its portfolio. The Fund's assets are invested primarily in securities of Puerto Rico issuers. Consequently, the Fund, in general, is more susceptible to economic, political, regulatory or other factors adversely affecting issuers in Puerto Rico than an investment company that is not so concentrated in Puerto Rico issuers. In addition, the securities issued by the Government of the Commonwealth of Puerto Rico and its instrumentalities, and the securities issued by several Puerto Rico financial institutions, have been downgraded over the past 24 months as a result of several factors, including without limitation, the downturn experienced by the Puerto Rico economy and the strained financial condition of the Puerto Rico Government. Industry Concentration Risk. The Fund's investments may be concentrated in the Puerto Rico financial services industry. To the extent that the Fund's investments are heavily concentrated in a particular sector of the economy, it may be adversely affected more than an investment company that is more diversified across various sectors of the economy should that sector suffer a downturn. The financial services industry is subject to various material business risks. For example, changes in the prevailing interest rates or stock market conditions can have significant effects on the industry and the results of business operations in such industry. Some of the risks to which this industry is subject may become more acute in periods of economic slowdown or recession. During such period, loan delinquencies and foreclosures generally increase and could result in an increased incidence of losses and/or claims and legal actions. In addition, such conditions could lead to a potential decline in demand for the securities of the financial services industry. Changes in the legal or regulatory environment could also have adverse effects, such as changing the nature of activities in which the industry may engage or by increasing competition from other sources. Non-Diversification Risk. A relatively high percentage of the Fund's assets may be invested in obligations of a limited number of Puerto Rico issuers. Consequently, the Fund's net asset value and its yield may increase or decrease more than that of a more diversified investment company as a result of changes in the market's assessment of the financial condition and prospects of such Puerto Rico issuers. The Fund may also be more susceptible to any single economic, political, or regulatory occurrence in Puerto Rico than a more widely diversified investment company. 3

10 Interest Rate Risk. Interest rate risk is the risk that interest rates will rise, so that the value of the Fund's investments will fall. Current low long-term rates present the risk that interest rates may rise and that as a result the Fund's investments will decline in value. Also, the Fund's yield will tend to lag behind changes in prevailing short-term interest rates. In addition, during periods of rising interest rates, the average life of certain types of securities may be extended because of the right of the issuer to defer payments or make slower than expected principal payments. This may lock in a below market interest rate, increase the security's duration (the estimated period until the security is paid in full) and reduce the value of the security. This is known as extension risk. The Fund is subject to extension risk. Conversely, during periods of declining interest rates, the issuer of a security may exercise its option to prepay principal earlier than scheduled in order to refinance at lower interest rates, forcing the Fund to reinvest in lower yielding securities. This is known as prepayment risk. The Fund is subject to prepayment risk. This tendency of issuers to refinance debt with high interest rates during periods of declining interest rates may reduce the positive effect of declining interest rates on the market value of the Fund's securities. Finally, the Fund's use of leverage by the issuance of preferred stock, debt securities and other instruments, as discussed below, may increase the risks described above. See "SPECIAL LEVERAGE CONSIDERATIONS". Credit Risk. Credit risk is the risk that debt securities or preferred stock in the Fund's portfolio will decline in price or fail to make dividend or interest payments when due because the issuer of the security experiences a decline in its financial condition. The Fund is subject to credit risk. The risk is greater in the case of securities rated below investment grade, or rated in the lowest investment grade category. Fixed Income Securities Generally. The yield on fixed income securities of the type that the Fund may invest in depends on a variety of factors, including general market conditions for such securities, the financial condition of the issuer, the size of the particular offering, the maturity, credit quality and rating of the security. Generally, the longer the maturity of those securities, the higher its yield and the greater the changes in its yields both up and down. The market value of fixed income securities normally will vary inversely with changes in interest rates. Such changes in the Fund's net asset value, in particular, also might affect the price of the Notes. The unique characteristics of certain types of securities also may make them more sensitive to changes in interest rates. Certain issuers of fixed income securities are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors that may result in delays and costs to the Fund if a party becomes insolvent. It is also possible that, as a result of litigation or other conditions, the power or ability of such issuers to meet their obligations for the repayment of principal and payment of interest, respectively, may be materially and adversely affected. Risks of Repurchase and Reverse Repurchase Agreements. The Fund may engage in repurchase agreements, which are transactions in which the Fund sells a security to a counterparty and agrees to buy it back at a specified time and price in a specified currency. Repurchase agreements involve the risk that the buyer of the securities sold by the Fund might be unable to deliver the securities when the Fund seeks to repurchase them and may be unable to replace the securities or only at a higher cost. If the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the buyer may receive an extension of time to determine whether to enforce the Fund's obligation to repurchase the securities, and the Fund's use of the proceeds of the repurchase agreement may be severely restricted during that extension period. The Fund may also engage in reverse repurchase agreements, which are transactions in which the Fund purchases a security from a counterparty and agrees to sell it back at a specified time and price in a specified currency. If a reverse repurchase agreement counterparty defaults, the Fund may suffer time delays and incur costs or possible losses in connection with the disposition of the securities underlying the reverse repurchase agreement. In the event of a default, instead of the contractual fixed rate of return, the rate of return to the Fund will depend on intervening fluctuations of the market values of the underlying securities and the accrued interest thereon. In such an event, the Fund would have rights against the counterparty for breach of contract with respect to any losses resulting from those market fluctuations. Municipal Obligations Risk. Certain of the municipal obligations in which the Fund may invest, present their own distinct risks. These risks may depend, among other things, on the financial situation of the government issuer, or in the case of industrial development bonds and similar securities, on that of the entity supplying the revenues 4

11 that are intended to repay the obligations. It is also possible that, as a result of litigation or other conditions, the power or ability of issuers or those other entities to meet their obligations for the repayment of principal and payment of interest may be materially and adversely affected. Mortgage-Backed Securities Risk. Mortgage--backed securities have many of the risks of traditional debt securities but, in general, differ from investments in traditional debt securities in that, among other things, principal may be prepaid at any time due to prepayments by the obligors on the underlying obligations. As a result, the Fund may receive principal repayments on these securities earlier or later than anticipated by the Fund. In the event of prepayments that are received earlier than anticipated, the Fund may be required to reinvest such prepayments at rates that are lower than the anticipated yield of the prepaid obligation. The rate of prepayments is influenced by a variety of economic, geographic, demographic and other factors, including, among others, prevailing mortgage interest rates, local and regional economic conditions and home owner mobility. Generally, prepayments will increase during periods of declining interest rates and decrease during periods of rising interest rates. The decrease in the rate of prepayments during periods of rising interest rates results in the extension of the duration of mortgage-backed securities, which makes them more sensitive to changes in interest rates and more likely to decline in value (this is known as extension risk). Since a substantial portion of the assets of the Fund may be invested in mortgage-backed securities, the Fund may be subject to these risks and other risks related to such securities to a significant degree, which might cause the market value of the Fund''s investments to fluctuate more than otherwise would be the case. In addition, mortgage-backed or other securities issued or guaranteed by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or a Federal Home Loan Bank are supported only by the credit of these entities and are not supported by the full faith and credit of the United States. CMO Risk. Collateralized mortgage obligations or "CMOs" exhibit similar risks to those of mortgagebacked securities but also present certain special risks. CMO classes may be specially structured in a manner that provides a variety of investment characteristics, such as yield, effective maturity and interest rate sensitivity. As market conditions change, however, particularly during periods of rapid or unanticipated changes in interest rates, the ability of a CMO class to provide the anticipated investment characteristics and performance may be significantly reduced. These changes may result in volatility in the market value, and in some instances reduced liquidity, of the CMO class. Asset-Backed Securities Risk. Asset-backed securities present risks similar to those of mortgagebacked securities. However, in the case of many asset-backed securities, the prepayment rates on the underlying assets have historically been less influenced by market interest rate fluctuations and therefore have been more stable. The frequent absence of a government guarantee creates greater exposure to the credit risk on the underlying obligations and, depending on the structure, credit risk regarding the sponsor of such obligations. Illiquid Securities. Illiquid securities are securities that cannot be sold within a reasonable period of time, not to exceed seven days, in the ordinary course of business at approximately the amount at which the Fund has valued the securities. There presently are a limited number of participants in the market for certain Puerto Rico securities or other securities or assets that the Fund may own. That and other factors may cause certain securities to have periods of illiquidity. Illiquid securities include, among other things, securities subject to legal or contractual restrictions on resale that hinder the marketability of the securities. Certain of the securities in which the Fund intends to invest, such as shares of preferred stock, may be substantially less liquid than other types of securities in which the Fund may invest. Illiquid securities may trade at a discount from comparable, more liquid investments. There are no limitations on the Fund's investment in illiquid securities. The Fund may also continue to hold, without limitation, securities or other assets that become illiquid after the Fund invests in them. To the extent the Fund owns illiquid securities or other illiquid assets, the Fund may not be able to sell them easily, particularly at a time when it is advisable to do so to avoid losses. Valuation Risk. There may be few or no dealers making a market in certain securities owned by the Fund, particularly with respect to securities of Puerto Rico issuers including, but not limited to, investment companies. Dealers making a market in those securities may not be willing to provide quotations on a regular basis to the Investment Adviser. It may therefore be particularly difficult to value those securities. When market quotations for securities held 5

12 by the Fund are not readily available from any such independent dealers, UBS Trust PR as the Fund's Administrator (the "Administrator") is responsible for obtaining quotations for such securities from various sources, including UBS Financial Services Puerto Rico. As a result, the interests of UBS Financial Services Puerto Rico may conflict with those of the Fund as to the price and other terms of transactions among them. Special Risks of Hedging Strategies. The Fund may use a variety of derivative instruments including securities options, financial futures contracts, options on futures contracts and other interest rate protection transactions such as swap agreements, to attempt to hedge its portfolio of assets and enhance its return. Successful use of most derivative instruments depends upon the Investment Adviser's ability to predict movements of the overall securities and interest rate markets. There can be no assurance that any particular hedging strategy adopted will succeed or that the Fund will employ such strategy with respect to all or any portion of its portfolio. Some of the derivative strategies that the Fund may use to enhance its return are riskier than its hedging transactions and have speculative characteristics. Such strategies do not attempt to limit the Fund's risk of loss. Derivative Instruments. In order to attempt to hedge various portfolio positions or to enhance its return, the Fund may invest up to 5% of its total assets in certain instruments which are or may be considered derivatives. Subject to the approval of the Fund's Board of Directors, such 5% limit may be exceeded only for the purpose of hedging. Derivative instruments, because of their increased volatility and potential leveraging effect (without being subject to the Fund's leverage limitations ), may adversely affect the Fund. For example, investments in indexed securities, including, among other things, securities linked to an equities or commodities index and inverse floating rate securities, may subject the Fund to the risks associated with changes in the particular indices, which may include reduced or eliminated interest payments and losses of invested principal. Such investments, in effect, may also be leveraged, thereby magnifying the risk of loss. Even where such derivative investments are used for hedging purposes, there can be no assurance that the hedging transactions will be successful or will not result in losses. Also there is no assurance that the Investment Adviser will implement hedging strategies or that the hedging strategies will be successful or will not result in losses to the Fund. For example, utilization of options and futures transactions involves the risk of imperfect correlation in movements in the price of options and futures and movements in the price of the securities or interest rates, which are the subject of the hedge. Municipal derivatives may also be subject to the same risks as floating rate municipal obligations generally, risks of adverse tax determination or, in the case of municipal derivatives used for hedging purposes, risks similar to those for other hedging strategies. Swap and other Transactions with Counterparties. The Fund may engage in swap and other financial transactions directly with other counterparties. This subjects the Fund to the credit risk that a counterparty will default on an obligation to the Fund. Such a risk contrasts with transactions done through exchange markets, wherein credit risk is reduced through the collection of variation margin and through the interposition of a clearing organization as the guarantor of all transactions. Clearing organizations transform the credit risk of individual counterparties into the more remote risk of the failure of the clearing organization. Securities Lending. Securities lending involves the risk that there may be delay in recovery of securities or even the loss of rights in the collateral, among other things, should the borrower of the securities fail financially or become insolvent. Short Sales. The Fund may engage in short sales of securities "against the box" to defer realization of gains or losses for tax or other purposes. A short sale "against the box" occurs when the Fund owns an equal amount of the securities sold short or owns securities convertible into or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal amount to, the securities sold short. Changes in Applicable Law. Legislation affecting Puerto Rico securities, assets other than Puerto Rico Securities, Puerto Rico and U.S. investment companies, taxes, and other matters related to the business of the Fund are continually being considered by the Puerto Rico Legislature and the U.S. Congress. Moreover, the determinations made and the waivers and rulings previously granted by the OCFI and to the Fund do not constitute a precedent binding in the future on the OCFI. There can be no assurance that legislation enacted or regulations promulgated after the date hereof will not have an adverse effect on the operations of the Fund, the economic value of the Notes, or the tax consequences of the acquisition or redemption of the Notes.

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